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Correspondence

Table of Contents

 March 29, 2005

 Delivered as Correspondence File by EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attn: Rufus Decker, Branch Chief

 Mail Stop 0510

Re:
Rentech, Inc.

 Form 10-K for the fiscal
year ended September 30, 2004

 Form 10-Q for the quarter ended December 31, 2004

 File No. 0-19260

 Ladies and Gentlemen:

 1. We are responding on behalf of Rentech, Inc. to the comments of the staff in your letter of March 15, 2005. A Proposed Amendment No. One of our Form 10-K and of our Form 10-Q are filed with this letter, marked to
show the proposed disclosures we would make based on your comments. These reports have not been formally filed with the Commission.

 FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004

 Item 1. Business, page 2

 2. The customers that represent more than 10% of consolidated revenues (Anadarko Petroleum and Dunn-Edwards) are disclosed in accordance with Item 101(c) of Regulation
S-K, in the section called Business in Item 1 of the Form 10-K.

 Management’s Discussion and Analysis, page 27

 3. We have
marked revisions to the Management’s Discussion and Analysis to quantify our explanations for significant changes in services revenues and cost of sales in terms of increases or decreases in prices and volume, as required by Item 303(a)(3) of
Regulation S-K. We did not include an explanation of changes in product sales because the increases in these revenues were not significant in fiscal year 2004.

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

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 4. As supplemental information, the “costs of financing our operations” referred to on page 38 that are
included in operating expenses are expenses paid to third party financial consultants to assist us in raising working capital. The costs of equity financing are charged to paid in capital. Debt issuance costs related to debt financing are amortized
to interest expense over the life of the loans. Therefore, we have deleted the phrase, “costs of financing our operations” from the marked Form 10-K and 10-Q.

 5. We have added a discussion of the results of operations and financial condition for our operating segments in the gross profit, loss from
operations and net loss sections, per Item 303(a) of Regulation S-K, in the marked Form 10-K and 10-Q.

 6. A discussion of the projected amount of capital expenditures for new projects, acquisitions, commercialization of the Rentech process, purchase of property, plant and equipment, and research and development
expenses is provided in the Liquidity section of the marked Form 10-K and marked Form 10-Q. Because the results of operations of OKON have changed from providing positive liquidity to requiring cash funds, the impact of the disposal of OKON will
reduce our cash requirements. More specifically, the disposal of OKON would have reduced our cash requirements for fiscal year 2004 by approximately $75,000 and for fiscal year 2003 by approximately $315,000. We have discussed in the marked Form
10-K the impact of the potential disposal of the OKON subsidiary on our liquidity, per Item 303(a)(1) and (2) of Regulation S-K.

 Liquidity and Capital Resources, page 50

 7. Our convertible debt and lines of credit do not contain financial covenants or cross default provisions.

 Critical Accounting Policies, page 57

 8. We discuss all of our critical accounting policies and estimates with our audit committee when we prepare Forms 10-Q and 10-K, prior to filing them. For each critical
accounting policy or estimate, we have discussed below the likelihood of materially different reported results if different assumptions or conditions were to prevail. We have also quantified, to the extent we can, the effect that changes in
assumptions and estimates would have on our overall financial performance. In doing this, we have examined SEC Releases 33-8040 and 333-8098.

•
Valuation of Long-Lived Assets, Intangible Assets and Goodwill

 We feel that our valuation of long-lived assets, intangible assets and goodwill represent an accurate valuation based on currently available information. We feel it is unlikely that our valuation of goodwill and intangible assets would
change in the foreseeable future unless conditions materially change. We feel that our valuation of long-lived assets has a higher probability of change as conditions surrounding the REN assets may change once

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

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we are able to establish a fair value for those assets based on a purchase offer which we anticipate may be received. If conditions change, we may have an
impairment on some, or the full amount of our investment in REN.

•
Investment in Advanced Technology Companies

 Our valuation
of this investment is currently at $611,500. While we feel this estimate is accurate based on current available information, if conditions were to change, we may have to impair some or all of this amount.

•
Accounting for Fixed Price Contracts

 We do not have
significant current contracts for which we account under the percentage of completion method. If assumptions or estimates were to change, the results would not have a material impact on our consolidated financial statements.

•
Accounting for Stock Option and Warrants

 We feel we have
followed the appropriate GAAP guidance in accounting for stock options and warrants. We have used the Black-Scholes Option Pricing model to calculate costs for issuance of options and warrants, and it is not likely the assumptions used in those
calculations would change.

•
Deferred Income Taxes

 We have provided a full valuation
reserve related to our deferred tax assets, and we would not expect that changes to assumptions or estimates would change the full valuation reserve.

 Contractual Obligations, page 63

 9. We have revised the table of contractual cash obligations to include estimated interest payments on our debt. The estimated interest payments were derived from
amortization schedules of existing loans. Our guaranty under our joint venture in Sand Creek Energy terminated on October 31, 2001. We reported this termination of the guaranty in Note 7 of our financial statements for the fiscal years ended
September 30, 2002 and 2003. We have changed Note 5 in the marked Form 10-K to delete the reference to commitments to third parties and the reference to a guaranty of the obligations of Sand Creek Energy LLC. We have examined SEC Release 33-8350.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risks, page
65

 10. None of our four business segments currently use commodities. Thus
the quantitative disclosures required by Item 305 of Regulation S-K regarding the potential loss resulting from one or more selected hypothetical movements in commodity prices that would otherwise affect our business do not apply.

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

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Item 8. Financial Statement and Supplementary Data, page 65

11. The cause of the decrease in net loss in the fourth quarter of 2003, including any unusual adjustments or transactions, is now disclosed in accordance with Item
302(a)(3) of Regulation S-K.

 Financial Statements

 12. Our only significant R&D agreement is with FT Solutions LLC, in which we own a 50%
interest. Under that agreement, all significant R&D tasks identified by our engineers are completed by FT Solutions. Therefore, we no longer have significant R&D costs within our alternative fuels segment.

 Note 1 – Description of Business and Summary of Significant Accounting Policies

 13. We have added our policy for establishing allowances for doubtful
accounts for trade receivables and related party receivables.

 Management’s Plans, page F-10

 14. The types of expenses
that are included within deferred acquisition costs are legal fees, engineering consulting fees, and appraisal costs. These are direct costs of our proposed acquisition of Royster-Clark Nitrogen. We followed the following Interpretation guidance
relating to FASB 141, paragraph 24:

 Paragraph 24 states that the cost of an
acquired entity includes the direct costs of the business combination. Those direct costs include “out-of-pocket” or incremental costs directly related to a business combination such as a finder’s fee and fees paid to outside
consultants for accounting, legal, or engineering investigations or for appraisals. Internal costs associated with a business combination (whether one-time costs or recurring in nature) shall be expensed as incurred. In addition, costs related to
unsuccessful negotiations also shall be expensed as incurred.

 Licensed
Technology, page F-12

 15. The separate components of our licensed
technology and technology rights are disclosed in the marked Form 10-K. The licensed technology is our Rentech process based upon Fischer-Tropsch processes that we refer to as a FT process and sometimes as a gas-to-liquids process (GTL). We have
disclosed the following in our 10-K: Licensed technology represents costs incurred by the Company primarily for the retrofit of a plant used for the purpose of demonstrating the Company’s proprietary technology to prospective licensees, which
it licenses to third parties under various fee arrangements. The technology rights can be explained as

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

 Page 5

 follows: on June 17, 1986, Rentech sold rights and interests in its licensed technology to ‘Rig 86’. In an
agreement effective November 25,1997, Rig 86 assigned its rights and interests in the technology to Rentech. In consideration of the assignment, Rentech agreed to issue a total of 200,000 shares of common stock and 200,000 warrants to purchase
common stock to Rig 86. It was necessary for this agreement to occur before Rentech’s deal with Texaco could be completed as Texaco wanted to buy the exclusive rights for Rentech’s technology for the whole world (except India). Based on
these facts, we set up an asset account for the total repurchase and will amortize the amount over ten years. Rentech has the right to terminate the agreement after ten years, based upon the level of future cash flows, and if not terminated, has the
right to receive royalties for fifteen years after the first plant is put into service. The asset was valued as:

 200,000 shares @.8125

$
162,500

 Premium on warrants

$
6,250

 200,000 warrants

$
119,046

$
287,746

 16. The question of our capitalization
of the $3.4 million cost of our demonstration run at the Synhytech plant was reviewed by your staff in a comment letter to us dated October 25, 1994 (Comment No. 34) and again in a comment letter dated May 3, 2002 (Comment No. 53). Our response
dated November 17, 1994 at Item No. 34 is still relevant. It is as follows:

 “None of the $3.3 million in costs to convert the Synhytech plant were capitalized as plant costs as management’s only objective and intent was to operate the plant for a short period of time in order to
provide prospective licensees with verifiable statistics and data on use of the technology under operating conditions in a full-scale commercial plant (referred to as the “demonstration run”). The Company estimates that it will recover the
capitalized costs from future design contract fees, license fees and royalties over the next fifteen years based on expected license arrangements.

 The costs resulted in the asset, licensed technology, which has a value, life and future benefit separately identifiable and distinct from
the plant, and the costs were capitalized in accordance with provisions of paragraph 25 of APB 17.

 The preceding paragraphs explain why the costs were capitalized separately from plant costs. The costs incurred did not improve the
plant’s value. The costs incurred had no relationship to the prospects of the plant, and it was not the intention of management to complete the plant for its planned operations.”

 Please also refer to “Accounting Analysis No. 2” on page 10 of the
“Development of the Rentech Technology” report dated November 9, 1994 by the Company that follows this letter as

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

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supplemental information. We submitted that analysis during staff reviews of this issue in 1994 and 2002. At each of those times, it was accepted by the
staff without further comment.

 17. Please see our response to Item 16 for the
basis for recognizing the capitalized costs of the retrofits as an asset separate from the Synhytech plant.

 18. We established an amortization period of 15 years for our Licensed Technology in 1993. This determination was based upon our estimated life of future license agreements in accordance with the provisions of
paragraph 27 of APB 17. This determination was reviewed by the staff pursuant to comment 39 in the staff’s comment letter to us dated October 25, 1994, and no further comments were made.

 We assessed the licensed technology to have a value of $896,059 as of September 30, 2004. We
considered past and future revenue in our evaluation process. This valuation is substantiated, in accordance with SFAS 121, by the following analysis that we made of our findings.

 Under FAS 121, Impairment of Long-Lived Assets, the potential impairment of the Company’s licensed technology and technology rights
must be assessed. We believe that our technology can successfully compete against others with similar technology, and that our technology has several competitive advantages related to costs and product yields. These advantages include our patent
issued in October 2003 by the U.S. Patent and Trademark Office that protects our technology for integrating the Rentech process with ammonia fertilizer plants to enable them to efficiently co-produce nitrogen fertilizers, FT fuels and electricity.
We also have several major projects underway that support the value assigned to licensed technology and technology rights.

 There are two major types of revenue related to the GTL technology. The first is license agreements. Our analysis is based on the assumption that we would receive fees
and royalties of at least the amounts we have previously received. The fees will be license fees based on the designed daily barrels of production for each project and a royalty based on each barrel of production per day from a FT facility for up to
fifteen years. Our standard terms for licenses are one-third down, one-third at the mid-point of the project and one-third upon start-up. As a general rule, three years of construction time is necessary for a 10,000 barrel per day facility. We
classify the second type of revenue as studies. This includes feasibility and engineering studies and technical services provided at our research and development facility.

 Agreements with Texaco

 We completed a licensing agreement with Texaco during fiscal year 1998, which gave Texaco the exclusive worldwide license for plants in which the feedstock is a solid
(except India) and a non-exclusive license for plants in which gas is the feedstock. This agreement provided us with royalty income of $240,000 during fiscal year 2002 and $100,000 during fiscal year 2003. The technical services agreement that we
had with Texaco continued well past the expiration of the

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 Attn:  Rufus Decker, Branch Chief

 Division of Corporation Finance

 March 29, 2005

 Page 7

contract. During fiscal years 2003 and 2002, we recognized $589,705 and $1,436,636, respectively, in revenue from Texaco related to the assimilation of
Rentech’s GTL technology with Texaco’s gasification technology.

 During March 2